As filed with the Securities and Exchange Commission on October 27, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the
Securities Act of 1933
MERIT MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Utah |
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87-0447695 |
(State or other
jurisdiction of |
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(I.R.S. Employer |
1600 West Merit Parkway
South Jordan, Utah 84095
Telephone: (801) 253-1600
(Address of Principal Executive Offices,
including Zip Code)
Merit
Medical Systems, Inc.
401(k) Profit Sharing Plan
(Full title of the plan)
Kent W. Stanger |
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Copy to: |
Chief Financial Officer |
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Merit Medical Systems, Inc. |
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Brian G. Lloyd |
1600 West Merit Parkway |
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Parr Waddoups Brown Gee & Loveless |
South Jordan, Utah 84095 |
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185 South State Street, Suite 1300 |
(801) 253-1600 |
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Salt Lake City, Utah 84111 |
(Name, address
and telephone number, including area code, |
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(801) 532-7840 |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
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Amount to be |
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Proposed |
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Proposed Maximum |
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Amount of |
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Common Shares, no par value |
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805,556 |
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$ |
12.71 |
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$ |
10,238,617 |
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$ |
1,205.09 |
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(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of Merit Medical Systems, Inc. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average high and low price per share of common stock of Merit Medical Systems, Inc., as reported on the Nasdaq National Market on October 20, 2005.
This Registration Statement is registering an additional 805,556 shares of Common Stock of the Registrant issuable under the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan (the Plan). Previously, the Registrant registered 250,000 shares of its Common Stock to be issued under the Plan, which, after adjustments for stock splits, resulted in the registration of 694,444 shares, pursuant to a Registration Statement on Form S-8, File No. 33-46964, filed on April 3, 1992. This Registration Statement incorporates by reference all of the information set forth on such previously filed Form S-8, except as such information is supplemented or amended by the information set forth herein.
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act), and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the Securities Act), and the Note to Part I of Form S-8.
Item 3. Incorporation of Documents by Reference.
The following documents filed by Merit Medical Systems, Inc. (the Registrant) with the Securities and Exchange Commission (the Commission) are hereby incorporated by reference in this Registration Statement:
(1) The Registrants Annual Report on Form 10-K for the year ended December 31, 2004.
(2) The Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(3) The Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
(4) The Registrants Current Report on Form 8-K, filed with the Commission on March 8, 2005.
(5) The Registrants Current Report on Form 8-K, filed with the Commission on April 5, 2005.
(6) The Registrants Current Report on Form 8-K, filed with the Commission on April 21, 2005.
(7) The Registrants Current Report on Form 8-K, filed with the Commission on July 26, 2005.
(8) The Registrants Current Report on Form 8-K, filed with the Commission on October 20, 2005.
(9) The Plans Annual Report on Form 11-K filed with the Commission on June 28, 2005.
(10) The description of the Registrants Common Stock contained in the Registrants Registration Statement on Form 8-A filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed under the Exchange Act for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superceded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which is also incorporated by reference herein) modifies or supercedes such statement. Any statement so modified or superceded shall not be deemed to constitute a part hereof except as so modified or superceded.
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Item 8. Exhibits.
Regulation
S-K |
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Description |
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4.1 |
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Form of Common Stock certificate |
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Incorporated by reference to Registration Statement on Form S-18 filed with the Commission on October 19, 1989, Exhibit No. 10. |
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4.2 |
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Articles of Incorporation |
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 14, 1996, Exhibit No. 1. |
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4.3 |
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Articles of Amendment to Articles of Incorporation dated May 14, 1993 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.3. |
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4.4 |
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Articles of Amendment to Articles of Incorporation dated June 6, 1996 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.4. |
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4.5 |
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Articles of Amendment to Articles of Incorporation dated June 12, 1997 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.5. |
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4.6 |
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Articles of Amendment to Articles of Incorporation dated August 27, 1997 |
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Incorporated by reference to the Registrants Registration Statement on Form 8-A filed with the Commission on October 9, 1997, Exhibit 99.2. |
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4.7 |
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Articles of Amendment to Articles of Incorporation dated May 22, 2003 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.7. |
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4.8 |
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Bylaws |
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Incorporated by reference to the Registrants Registration Statement on Form S-18 filed with the Commission on October 19, 1989, Exhibit No. 2 |
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4.9 |
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First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.10 |
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First Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.11 |
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Second Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.12 |
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Third Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.13 |
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Fourth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.14 |
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Fifth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan |
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Filed herewith |
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4.15 |
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Sixth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan |
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Filed herewith |
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5 |
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Opinion of Parr Waddoups Brown Gee & Loveless |
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Filed herewith |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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Filed herewith |
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23.2 |
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Consent of Parr Waddoups Brown Gee & Loveless (included in Exhibit No. 5) |
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Filed herewith |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Jordan, State of Utah on this 20th day of October, 2005.
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MERIT MEDICAL SYSTEMS, INC. |
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By |
/s/ Fred P. Lampropoulos |
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Fred P. Lampropoulos |
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Chairman of the Board,
President and Chief |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below:
Signature |
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Date |
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Chairman of the Board, |
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/s/ Fred P. Lampropoulos |
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President and Chief Executive |
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October 20, 2005 |
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Fred P. Lampropoulos |
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Officer |
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(Principal Executive Officer) |
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/s/ Kent W. Stanger |
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Secretary-Treasurer, Chief |
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October 20, 2005 |
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Kent W. Stanger |
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Financial Officer and Director |
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(Principal Financial Officer |
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and Principal Accounting |
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Officer) |
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/s/ Rex C. Bean |
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Director |
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October 20, 2005 |
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Rex C. Bean |
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/s/ Richard W. Edelman |
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Director |
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October 20, 2005 |
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Richard W. Edelman |
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/s/ James J. Ellis |
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Director |
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October 20, 2005 |
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James J. Ellis |
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/s/ Michael E. Stillabower, M.D. |
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Director |
October 20, 2005 |
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Michael E. Stillabower, M.D. |
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/s/ Franklin J. Miller, M.D. |
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Director |
October 20, 2005 |
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Franklin J. Miller, M.D. |
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MERIT MEDICAL SYSTEMS, INC.
EXHIBIT INDEX
Regulation
S-K |
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Description |
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4.1 |
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Form of Common Stock certificate |
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Incorporated by reference to Registration Statement on Form S-18 filed with the Commission on October 19, 1989, Exhibit No. 10. |
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4.2 |
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Articles of Incorporation |
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q filed with the Commission on August 14, 1996, Exhibit No. 1. |
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4.3 |
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Articles of Amendment to Articles of Incorporation dated May 14, 1993 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.3. |
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4.4 |
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Articles of Amendment to Articles of Incorporation dated June 6, 1996 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.4. |
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4.5 |
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Articles of Amendment to Articles of Incorporation dated June 12, 1997 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.5. |
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4.6 |
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Articles of Amendment to Articles of Incorporation dated August 27, 1997 |
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Incorporated by reference to the Registrants Registration Statement on Form 8-A filed with the Commission on October 9, 1997, Exhibit 99.2. |
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4.7 |
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Articles of Amendment to Articles of Incorporation dated May 22, 2003 |
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Incorporated by reference to the Registrants Registration Statement on Form S-3 filed with the Commission on February 14, 2005, Exhibit 4.7. |
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4.8 |
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Bylaws |
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Incorporated by reference to the Registrants Registration Statement on Form S-18 filed with the Commission on October 19, 1989, Exhibit No. 2 |
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4.9 |
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First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.10 |
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First Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.11 |
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Second Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.12 |
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Third Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.13 |
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Fourth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan and Trust |
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Filed herewith |
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4.14 |
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Fifth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan |
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Filed herewith |
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4.15 |
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Sixth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan |
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Filed herewith |
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5 |
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Opinion of Parr Waddoups Brown Gee & Loveless |
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Filed herewith |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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Filed herewith |
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23.2 |
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Consent of Parr Waddoups Brown Gee & Loveless (included in Exhibit No. 5) |
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Filed herewith |
6